Law360, New York ( May 18, 2015, 10:10 AM EDT) -- For what we believe is the first time, the Delaware Chancery Court has held the general partner of a master limited partnership (MLP) liable to the MLP for the amount by which the court determined that the MLP had overpaid for assets purchased from its parent company in a typical "drop-down" transaction. Vice Chancellor Travis Laster found, in In re El Paso Pipeline Partners LP Derivative Litigation (Apr. 20, 2015), that the general partner of the El Paso MLP was liable to the MLP for the $171 million by which the court determined that the MLP had overpaid for liquefied natural gas (LNG) purchased from the El Paso parent company for $1.4 billion. The vice chancellor was extremely critical of the conduct of the conflict committee of the general partner's board, as well as the conduct of the committee's investment banker. Nonetheless — and notwithstanding commentary on the case suggesting otherwise — in our view, the decision does not indicate that the court will be more likely than in the past to find liability of MLP general partners or their bankers....